Not independent
Tenure on this board
7.4 yrs
Also a director at
Cto Realty Growth Inc (CTO)
5 nominees · 3 ballot items.
Elect five directors for one-year terms; approve, on a non-binding advisory basis, the compensation of the named executive officers for 2025 (Say-on-Pay); and ratify Grant Thornton LLP as the Company’s independent registered public accounting firm for fiscal year 2026.
Elect five director nominees (John P. Albright, Rachel Elias Wein, M. Carson Good, Andrew C. Richardson, and Brenna A. Wadleigh) to one-year terms expiring at the 2027 annual meeting of stockholders.
Non-binding advisory vote to approve the compensation of the Company’s named executive officers for the year ended December 31, 2025, as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding advisory vote approving the compensation paid to the Company’s named executive officers for 2025 as disclosed in the proxy. Management seeks shareholder approval principally to obtain a signal of stockholder support for the Company’s compensation policies and practices, even though the Company is externally managed and the named executive officers are paid by the Manager/CTO rather than directly by the Company. The proxy explains that the Manager determines salaries and bonuses for the executives and that the Company has not itself paid cash compensation to its executive officers, but the Compensation Committee retains the ability to grant equity-based awards to align manager personnel with stockholder interests. The recommendation to vote FOR is based on the Board’s view that the disclosed arrangements and governance processes (including oversight by the Compensation Committee) appropriately align incentives with long-term stockholder value. Because the vote is advisory, it will not be binding, but the Board and Compensation Committee state they will consider the vote’s outcome when making future compensation decisions. Relevant context includes the Company’s external management structure, the Manager’s waiver reducing certain fees after the Series A preferred issuance, and the absence of incentive fees earned by the Manager in 2025, which together affect how compensation is determined and evaluated. Analysts should weigh that executive pay is largely determined and paid by CTO/Manager, that the Company may grant future equity awards to Manager personnel, and that the advisory vote functions mainly as a governance feedback mechanism rather than a direct control over pay-setting. Given these features, a FOR vote signals support for current disclosure and oversight but does not change contractual compensation arrangements between the Company and its Manager.
Ratify the Audit Committee’s selection of Grant Thornton LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Sound Income Strategies, LLC | 7.32% | 1,209,758 | $22M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.75% | 618,986 | $11M |
| 3 | TWO SIGMA INVESTMENTS, LP | 3.65% | 602,470 | $11M |
| 4 | BlackRock, Inc. | 3.13% | 517,716 | $9M |
| 5 | HEARTLAND ADVISORS INC | 2.61% | 431,920 | $8M |
| 6 | Invesco Ltd. | 2.31% | 381,620 | $7M |
| 7 | BlackRock, Inc. | 2.23% | 369,169 | $7M |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 1.74% | 288,136 | $5M |
| 9 | STATE STREET CORP | 1.70% | 280,693 | $5M |
| 10 | Pacific Ridge Capital Partners, LLC | 1.61% | 266,320 | $5M |
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